AX V Phase One Holding III ApS Roskildevej 39, 2000 Frederiksberg
CVR no. 40 15 26 60
Annual report 2020
Approved at the Company's annual general meeting on 29 June 2021
Chair of the meeting:
...... Sebastian Aarosin Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z AX V Phase One Holding III ApS Annual report 2020
Contents
Statement by the Board of Directors and the Executive Board 2 Independent auditor's report 3 Management's review 5 Consolidated financial statements and parent company financial statements 1 January - 31 December 10 Income statement 10 Balance sheet 11 Statement of changes in equity 13 Cash flow statement 14 Notes to the financial statements 15 Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z
EY Godkendt Revisionspartnerselskab - Dirch Passers Allé 36 - P.O. Box 250, 2000 Frederiksberg, Denmark - CVR no. 30 70 02 28 61545038.cw 1 AX V Phase One Holding III ApS Annual report 2020
Statement by the Board of Directors and the Executive Board Today, the Board of Directors and the Executive Board have discussed and approved the annual report of AX V Phase One Holding III ApS for the financial year 1 January - 31 December 2020. The annual report is prepared in accordance with the Danish Financial Statements Act. In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the financial position of the Group and the Company at 31 December 2020 and of the results of the Group's and the Company's operations and of the consolidated cash flows for the financial year 1 January - 31 December 2020. Further, in our opinion, the Management's review gives a fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the annual general meeting.
Copenhagen, 29 June 2021 Executive Board:
Jesper Frydensberg Rasmussen
Board of Directors:
Christian Bamberger Bro Asbjørn Mosgaard Peter Nyegaard Chair Hyldgaard Member Member Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z
2 AX V Phase One Holding III ApS Annual report 2020
Independent auditor's report
To the shareholders of AX V Phase One Holding III ApS
Opinion We have audited the consolidated financial statements and the parent company financial statements of AX V Phase One Holding III ApS for the financial year 1 January - 31 December 2020, which comprise income statement, balance sheet, statement of changes in equity and notes, including accounting policies, for the Group and the Parent Company, and a consolidated cash flow statement. The consolidated financial statements and the parent company financial statements are prepared in accordance with the Danish Financial Statements Act. In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the financial position of the Group and the Parent Company at 31 December 2020, and of the results of the Group's and Parent Company's operations as well as the consolidated cash flows for the financial year 1 January - 31 December 2020 in accordance with the Danish Financial Statements Act.
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the "Auditor's responsibilities for the audit of the consolidated financial statements and the parent Company financial statements" (herinafter collectively referred to as "the financial statements") section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence We are independent of the Group in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) and the additional requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these rules and requirements.
Management's responsibilities for the financial statements Management is responsible for the preparation of consolidated financial statements and parent company financial statements that give a true and fair view in accordance with the Danish Financial Statements Act and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z error. In preparing the financial statements, Management is responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the financial statements unless Management either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance as to whether the financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
3 AX V Phase One Holding III ApS Annual report 2020
Independent auditor's report Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's and the Parent Company's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. Conclude on the appropriateness of Management's use of the going concern basis of accounting in preparing the financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's and the Parent Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and the Parent Company to cease to continue as a going concern. Evaluate the overall presentation, structure and contents of the financial statements, including the note disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Statement on the Management's review Management is responsible for the Management's review. Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z Our opinion on the financial statements does not cover the Management's review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the Management's review and, in doing so, consider whether the Management's review is materially inconsistent with the financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether the Management's review provides the information required under the Danish Financial Statements Act. Based on the work we have performed, we conclude that the Management's review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement of the Management's review.
Copenhagen, 29 June 2021 EY Godkendt Revisionspartnerselskab CVR no. 30 70 02 28
Jan C. Olsen Simon Blendstrup State Authorised Public Accountant State Authorised Public Accountant mne33717 mne44060
4 AX V Phase One Holding III ApS Annual report 2020
Management's review
Company details Name AX V Phase One Holding III ApS Address, Postal code, City Roskildevej 39, 2000 Frederiksberg
CVR no. 40 15 26 60 Established 1 January 2019 Financial year 1 January - 31 December
Board of Directors Christian Bamberger Bro, Chair Asbjørn Mosgaard Hyldgaard, Member Peter Nyegaard, Member
Executive Board Jesper Frydensberg Rasmussen
Auditors EY Godkendt Revisionspartnerselskab Dirch Passers Allé 36, P.O. Box 250, 2000 Frederiksberg, Denmark Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z
5 AX V Phase One Holding III ApS Annual report 2020
Management's review
Financial highlights for the Group
DKK'000 2020 2019
Key figures Revenue 512,876 260,568 Operating profit/loss -62,007 -91,787 Net financials -39,639 -17,861 Profit/loss for the year -81,486 -98,566
Total assets 1,556,960 1,699,299 Equity 655,742 533,415
Cash flows from operating activities 54,556 3,196 Amount relating to investments in property, plant and equipment -9,440 -7,705 Total cash flows -14,578 33,126
Financial ratios Operating margin -12.1% -35.2% Equity ratio 32.7% 22.3% Return on equity -13.9% -20.7%
Average number of employees 322 323
For terms and definitions, please see the accounting policies.
Financial highlights for 2019 only comprises the period from 12 July to 31 December 2019, as the Group was established on 12 July 2019. Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z
6 AX V Phase One Holding III ApS Annual report 2020
Management's review
Business review The Group’s business concept is to develop, market and sell high quality software and digital imaging camera solutions. Our main customers are:
I. The World’s professional photographers, serious private photo enthusiasts and production studios. This segment comprise both customers buying our full camera systems and customers looking for our highly appraised image workflow software, Capture One Pro.
II. Industrial imaging end-users and integrators within Aerial mapping/documentation, inspection, surveillance, homeland security and cultural heritage applications. All our customers are characterised by their need for world-class image quality and a highly efficient workflow.
It is our goal to be the world-wide market leader within all our target customer groups and applications. In this way, we can ensure satisfactory earnings and at the same time we can attract and retain the best product developers and sales & marketing experts within digital imaging.
Financial review
Group: The year 2020 overall shows satisfactory results considering that the economic environment in the Groups markets has been negatively impacted by the COVID 19 pandemic.
As per January 1st 2020 the software and hardware businesses were split into separate legal entities Capture One A/S and Phase One A/S respectively. Significant efforts and funds have been spent on completing the separation and setting up independent operations preparing the group for further growth. The Group's revenue amounted to DKK 513 million in 2020. The Group’s loss after tax amounted to DKK 81 million in 2020. The Group employed an average of 322 employees in 2020. The Group's balance sheet total amounted to DKK 1,557 million, of which current assets constitute 13 %. Equity in the Group amounted to DKK 656 million at 31 December 2020.
Parent: Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z The year 2020 shows a loss after tax of DKK 62 million. Management finds the result for 2020 satisfactory considering the effects of the COVID 19 pandemic.
The result of the parent company is affected by the same events as impacted group numbers. No facts or events occurred in the parent company during the financial year which are not reflected in the management report for the Group.
Knowledge resources It is essential for the future growth of the Group to attract and retain highly skilled and qualified professionals, including employees with expertise in development and sales & marketing of digital camera systems, lenses, workflow software, etc. In order ensure a high and competitive product quality, the Group uses modern production and quality control processes. This requires a high competence level, and considerable resources are invested in development and optimization of the Group's products and in maintaining the skills of the Group's employees.
Material risks: In 2020, the Covid 19 pandemic has put additional pressure on the physical and mental well being of our employees caused by health risks and lockdowns. The Group has put great focus on protecting our employees during this time by prescribing guidelines and providing protective equipment. This has, among other things, ensured the health of employees during the pandemic.
7 AX V Phase One Holding III ApS Annual report 2020
Management's review
Financial risks and use of financial instruments Due to the Group's activities in the USA and Asia, the profit and equity as well as cash flows are influenced by the USD and JPY exchange rate development. The Group's policy is to primarily offset the currency risk by matching purchases and sales in USD and JPY i.e. natural hedging. Secondarily, Phase One partly hedges the excess exchange rate risk by means of forward exchange contracts. In addition to the before mentioned currencies, the Group has considerable activities denominated in Euro and Israeli Shekel. Hedging is not made in respect of these currencies as it is not considered optimal from a risk and cost point of view.
Research and development activities In 2020 the Group has brought a range of new offerings to market, as well as new initiatives to improve our market reach.
Capture One launched a major update of its award-winning RAW image editing software, Capture One 21. Capture One supports more than 600 cameras and has contracts with Leica, Fujifilm and Phase One for supporting their full range of cameras. Capture One has a growing and passionate base of followers among enthusiasts and professional photographers. Capture One 21 helps photographers optimize their workflow, the quality of their work and achieve their creative vision. Capture One R&D is primarily performed out of Capture One’s headquarters in Denmark. In addition, a dedicated engineering site was established in Athens, Greece during 2020. Phase One’s Geospatial business continued to develop its highly durable and high resolution iXM e.g aerial camera systems. A new iXM camera, iXM RS 280 F was launched to the market in 2020 adding a higher resolution option to the top end of the iXM product portfolio. Phase One continues to invest and grow the Geospatial business segment and has also spent development efforts on new aerial systems that are in the product roadmap for 2021. For the Digitization business, the Group launched in 2020 a new and improved 80mm lens for the XF camera system 80mm LS mkII. The Group continues to offer the widest range of professional lenses on the market for the medium format shooters. Phase One R&D is performed in Phase One’s headquarters in Copenhagen, Denmark and from the Phase One subsidiary in Israel.
Statutory CSR report Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z AX V Phase One Holding III ApS is a knowledge intensive group and its staff is considered the most important resource and an important part of the Group's corporate social responsibility. AX V Phase One Holding III ApS wants to be an attractive place to work which can attract and maintain qualified and dedicated employees. The risks associated with not being able to do that are ultimately worsening financial performance through lower productivity, delayed introduction of products to the market and lower sales performance. The group is carrying out regular measurements of employee satisfaction and historically these show employee satisfaction above the industry benchmark. The Group perceives human rights as closely linked to employee rights in the Group's enterprises and at the Group's suppliers. The risks associated with human rights are e.g. child labor and denial of labor rights, however the Group continues to specify the expectations to our global organization and to suppliers in our Code of Conduct. All new employees and new suppliers have been made acquaint with the Code of Conduct in 2020. Consequently, the Group adopted a Code of Conduct for Employee Rights by end of 2015. Among other things, the Code of Conduct includes elimination of discrimination with respect to employment based on age, gender, religion or race. The Group has not measured the effect of the implementation of said Code of Conduct. The Group does not carry out production activities which has a significant impact on the environment and climate. Therefore, the Group has not prepared a global environmental and a climate policy. The group is operating an environmental management system in compliance with ISO 14001 : 2015 for it’s manufacturing site in Saku, Japan.
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Management's review
Anti-corruption AX V Phase One Holding III ApS believes that diversity among its employees, including gender balance, contributes positively to the work environment and strengthens the Group's performance and competitiveness.
Account of the gender composition of Management The Group believes that diversity among its employees, including gender balance, contributes positively to the work environment and strengthens the Group's performance and competitiveness. As per 31 December 2020 the Board of Directors consisted of three men and no women. AX V Phase One Holding III ApS targets to elect at least one board member from the underrepresented gender to the Board of Directors within 2024. Other management positions in the Group i.e. middle managers and team managers currently count 8 women in management roles. For hiring to management and (all other positions in the Group), the Group targets to have representatives of both genders among the top 3 candidates.
Events after the balance sheet date No major events have occurred after 31 Dec 2020 which affect the consolidated financial statements and parent company financial statements for 2020. Reference is made to note 2 for more details.
Outlook The demand for the best in class imaging workflow software and commercial drones/robotics are expected to drive the revenue growth going forward. The combination of presence on markets which are growing at double digit growth rates and having top of the line Software and Hardware solutions underpins the positive outlook that is reflected in our expectations for the future. Capture One will continue its high growth in 2021, based on new products, new distribution systems and new OEM partnerships. Phase One has significant growth opportunities primarily in the Geospatial market segments as the current product range is superior to that of its competitors in terms of ROI. In addition, a range of new solutions will be launched in 2021, including a new PAS 880 system and drone payload offerings. Each of the solutions will be tailored to specific customer segments e.g. aerial inspection or surveillance.
AX V Phase One Holding III ApS will continue to invest in the further development and knowledge of the Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z Group's products, targeted distribution systems as well as potential new strategic partnerships. Based on these considerations the group expects revenue growth in 2021 and a corresponding increase in profitability.
9 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Income statement
Group Parent company Note DKK'000 2020 2019 2020 2019 3 Revenue 512,876 260,568 0 0 Cost of sales -150,096 -83,764 0 0 Other external expenses -109,071 -102,532 -10 -61 Gross profit 253,709 74,272 -10 -61 4 Staff costs -156,802 -83,293 0 0 5 Amortisation/depreciation of intangible assets and property, plant and equipment -158,914 -82,766 0 0 Profit/loss before net financials -62,007 -91,787 -10 -61 Income from investments in group enterprises 0 0 -61,338 -76,176 6 Financial income 13,293 6,592 0 0 7 Financial expenses -52,932 -24,453 -519 -3,047 Profit/loss before tax -101,646 -109,648 -61,867 -79,284 8 Tax for the year 20,160 11,082 127 684 Profit/loss for the year -81,486 -98,566 -61,740 -78,600
Specification of the Group's results of operations: Shareholders in AX V Phase One Holding III ApS -61,740 -78,600 Non-controlling interests -19,746 -19,966 -81,486 -98,566
Recommended appropriation of profit/loss Retained earnings/accumulated loss -61,740 -78,600 Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z -61,740 -78,600
10 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Balance sheet
Group Parent company Note DKK'000 2020 2019 2020 2019 ASSETS Fixed assets 9 Intangible assets Completed development projects 22,395 40,311 0 0 Customer relationship 60,480 64,960 0 0 Brand 215,100 231,033 0 0 Acquired patents and licenses 9,681 10,415 0 0 Technology 505,896 569,299 0 0 Acquired patents 11,570 0 0 0 Goodwill 474,650 473,480 0 0 Development projects in progress and prepayments for intangible assets 46,069 29,775 0 0 1,345,841 1,419,273 0 0 10 Property, plant and equipment Fixtures and fittings, other plant and equipment 7,415 12,125 0 0 Leasehold improvements 3,401 1,152 0 0 10,816 13,277 0 0 11 Investments Investments in group enterprises 0 0 508,737 589,649 0 0 508,737 589,649
Total fixed assets 1,356,657 1,432,550 508,737 589,649 Non-fixed assets Inventories Raw materials and consumables 40,128 38,049 0 0
Work in progress 7,289 10,239 0 0 Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z Finished goods and goods for resale 54,912 71,898 0 0 102,329 120,186 0 0 Receivables Trade receivables 64,566 79,873 0 0 12,15 Deferred tax assets 1,273 1,288 811 684 Corporation tax receivable 4,138 4,047 0 0 Other receivables 8,193 17,878 0 0 13 Prepayments 1,256 10,351 0 0 79,426 113,437 811 684 Cash 18,548 33,126 23 4,139 Total non-fixed assets 200,303 266,749 834 4,823 TOTAL ASSETS 1,556,960 1,699,299 509,571 594,472
11 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Balance sheet
Group Parent company Note DKK'000 2020 2019 2020 2019 EQUITY AND LIABILITIES Equity 14 Share capital 649 501 649 501 Reserve for exchange rate gains / loss -5,574 0 0 0 Retained earnings 513,477 378,366 507,903 378,366 Shareholders in AX V Phase One Holding III ApS' share of equity 508,552 378,867 508,552 378,867 Non-controlling interests 147,190 154,548 0 0 Total equity 655,742 533,415 508,552 378,867 Provisions 15 Deferred tax 156,327 197,573 0 0 17 Other provisions 7,449 8,159 0 0 Total provisions 163,776 205,732 0 0 Liabilities other than provisions 16 Non-current liabilities other than provisions Bank debt 535,573 438,756 0 0 Lease liabilities 1,300 954 0 0 Other payables 12,779 4,292 0 0 549,652 444,002 0 0 Current liabilities other than provisions 16 Short-term part of long-term liabilities other than provisions 38,190 27,716 0 0 Bank debt 51,191 378,636 0 215,495 Trade payables 24,510 54,398 0 0 Payables to group enterprises 0 0 0 50 Corporation tax payable 13,677 5,912 0 0 Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z Payables to shareholders and management 900 0 900 0 Other payables 45,056 41,867 119 60 18 Deferred income 14,266 7,621 0 0 187,790 516,150 1,019 215,605 737,442 960,152 1,019 215,605 TOTAL EQUITY AND LIABILITIES 1,556,960 1,699,299 509,571 594,472
1 Accounting policies 2 Events after the balance sheet date 19 Contractual obligations and contingencies, etc. 20 Collateral 21 Related parties 22 Fee to the auditors appointed by the Company in general meeting
12 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Statement of changes in equity
Group Reserve for exchange rate Retained Non-controlling DKK'000 Share capital gains / loss earnings Total interests Total equity
Equity at 1 January 2020 501 0 378,366 378,867 154,548 533,415 Capital increase 148 0 196,851 196,999 0 196,999 Transfer through appropriation of loss 0 0 -61,740 -61,740 -19,746 -81,486 Adjustment of investments through forreign exchange adjustments 0 -5,574 0 -5,574 -1,612 -7,186 Purchase and sale of Non-controlling interests 0 0 0 0 14,000 14,000 Equity at 31 December 2020 649 -5,574 513,477 508,552 147,190 655,742
Parent company Retained DKK'000 Share capital earnings Total
Equity at 1 January 2020 501 378,366 378,867 Capital increase 148 196,851 196,999 Transfer through appropriation of loss 0 -61,740 -61,740 Adjustment of investments through forreign exchange adjustments 0 -5,574 -5,574 Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z Equity at 31 December 2020 649 507,903 508,552
13 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Cash flow statement
Group Note DKK'000 2020 2019 Profit/loss for the year -81,486 -98,566 23 Adjustments 149,995 89,799 Cash generated from operations (operating activities) 68,509 -8,767 24 Changes in working capital 25,064 30,756 Cash generated from operations (operating activities) 93,573 21,989 Interest received, etc. 812 6,592 Interest paid, etc. -30,207 -21,418 Income taxes paid -9,622 -3,967 Cash flows from operating activities 54,556 3,196 Additions of intangible assets -50,193 -20,683 Additions of property, plant and equipment -9,440 -7,705 25 Acquisition of companies and activities 0 -1,088,407 Cash flows to investing activities -59,633 -1,116,795 Proceeds of long-term liabilities 0 455,215 Proceeds of debt to credit institutions 0 512,460 Changes in lease liabilities -346 0 Repayments, debt to credit institutions -215,495 -300,000 Purchase and sale of Non-controlling interests 14,000 0 Net change in bank debt -4,659 0 Cash payments concerning formation of enterprise 0 50 Cash capital increase 196,999 479,000 Cash flows from financing activities -9,501 1,146,725
Net cash flow -14,578 33,126 Cash and cash equivalents at 1 January 33,126 0 Cash and cash equivalents at 31 December 18,548 33,126 Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z
14 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
1 Accounting policies
The annual report of AX V Phase One Holding III ApS for 2020 has been prepared in accordance with the provisions in the Danish Financial Statements Act applying to large reporting class C entities. Effective from the financial year 2020, the Company has implemented amending act no. 1716 of 27 December 2018 to the Danish Financial Statements Act. The implementation of the amending act has not affected the Company's accounting policies on recognition and measurement of assets and liabilities but has solely entailed a requirement for further disclosures. The accounting policies used in the preparation of the financial statements are consistent with those of last year.
Omission of a cash flow statement With reference to section 86(4) of the Danish Financial Statements Act, no cash flow statement is prepared for the parent company, as its cash flows are reflected in the consolidated cash flow statement.
Reporting currency The financial statements are presented in Danish kroner (DKK'000).
Consolidated financial statements Control The consolidated financial statements comprise the Parent Company and subsidiaries controlled by the Parent Company. Control means a parent company’s power to direct a subsidiary’s financial and operating policy decisions. Besides the above power, the parent company should also be able to yield a return from its investment. In assessing if the parent company controls an entity, de facto control is taken into consideration as well.
The existence of potential voting rights which may currently be exercised or converted into additional Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z voting rights is considered when assessing if an entity can become empowered to direct another entity’s financial and operating decisions. Preparation of consolidated financial statements The consolidated financial statements are prepared as a consolidation of the parent company's and the individual subsidiaries' financial statements, which are prepared according to the group's accounting policies. On consolidation, intra-group income and expenses, shareholdings, intra-group balances and dividends, and realised and unrealised gains on intra-group transactions are eliminated. Unrealised gains on transactions with associates are eliminated in proportion to the group's interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains if they do not reflect impairment. In the consolidated financial statements, the accounting items of subsidiaries are recognised in full. Non-controlling interests' share of the profit/loss for the year and of the equity of subsidiaries which are not wholly-owned are included in the group's profit/loss and equity, respectively, but are disclosed separately. Acquisitions and disposals of non-controlling interests which are still controlled are recognised directly in equity as a transaction between shareholders. Investments in associates and joint ventures are recognised in the consolidated financial statements using the equity method. The group's activities in joint operations are recognised on a line-by-line basis.
15 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
1 Accounting policies (continued)
Non-controlling interests On initial recognition, non-controlling interests are measured at the fair value of the non-controlling interests' equity interest. Goodwill relating to the non-controlling interests' share of the acquiree is recognised.
External business combinations Recently acquired entities are recognised in the consolidated financial statements from the date of acquisition. Entities sold or otherwise disposed of are recognised up to the date of disposal. Comparative figures are not restated to reflect newly acquired entities. Discontinued operations are presented separately, see below. The date of acquisition is the date when the group actually obtains control of the acquiree. The acquisition method is applied to the acquisition of new entities of which the group obtains control. The acquirees’ identifiable assets, liabilities and contingent liabilities are measured at fair value at the date of acquisition. Identifiable intangible assets are recognised if they are separable or arise from a contractual right. Deferred tax related to the revaluations is recognised. Positive differences (goodwill) between, on the one hand, the consideration for the acquiree, the value of non-controlling interests in the acquired entity and the fair value of any previously acquired equity investments and, on the other hand, the fair value of the assets, liabilities and contingent liabilities acquired are recognised as goodwill under “Intangible assets”. Goodwill is amortised on a straight-line basis in the income statement based on an individual assessment of the economic life of the asset. Negative differences (negative goodwill) are recognised in the income statement at the date of acquisition. Upon acquisition, goodwill is allocated to the cash-generating units, which subsequently form the basis for impairment testing. Goodwill and fair value adjustments in connection with the acquisition of a foreign entity with a functional currency different from the presentation currency used in the
consolidated financial statements are accounted for as assets and liabilities belonging to the foreign Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z entity and are, on initial recognition, translated into the foreign entity's functional currency using the exchange rate at the transaction date. The consideration paid for an entity consists of the fair value of the agreed consideration in the form of assets transferred, liabilities assumed and equity instruments issued. If part of the consideration is contingent on future events or compliance with agreed terms, such part of the consideration is recognised at fair value at the date of acquisition. Subsequent adjustments of contingent considerations are recognised in the income statement. Expenses incurred to acquire entities are recognised in the income statement in the year in which they are incurred. Where, at the date of acquisition, the identification or measurement of acquired assets, liabilities or contingent liabilities or the determination of the consideration is associated with uncertainty, initial recognition will take place on the basis of provisional amounts. If it turns out subsequently that the identification or measurement of the consideration transferred, acquired assets, liabilities or contingent liabilities was incorrect on initial recognition, the statement will be adjusted retrospectively, including goodwill, until 12 months after the acquisition, and comparative figures will be restated. Hereafter, any adjustments are recognised as misstatements. Gains or losses from disposal of subsidiaries which result in loss of control are calculated as the difference between, on the one hand, the fair value of the selling price less selling expenses and, on the other hand, the carrying amount of net assets.
16 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
1 Accounting policies (continued)
Foreign currency translation On initial recognition, transactions denominated in foreign currencies are translated at the exchange rate at the transaction date. Foreign exchange differences arising between the exchange rates at the transaction date and the date of payment are recognised in the income statement as financial income or financial expenses. Receivables and payables and other monetary items denominated in foreign currencies are translated at the exchange rate at the balance sheet date. The difference between the exchange rates at the balance sheet date and the date at which the receivable or payable arose or was recognised in the most recent financial statements is recognised in the income statement as financial income or financial expenses.
Foreign group entities On recognition of foreign subsidiaries which are integral entities, monetary items are translated at closing rates. Non monetary items are translated at the exchange rate at the acquisition date or at the date of any subsequent revaluation or impairment of the asset. Income statement items are translated at the exchange rates at the transaction date. However, items derived from non monetary items are translated at historical exchange rates for the non monetary item.
The exchange rate difference resulting from the conversion of the equity at the beginning of the financial year into the exchange rate on the balance sheet date and from the conversion of the profit and loss at the average exchange rate at the exchange rate on the balance sheet date shall be recognised directly on the equity.
Income statement
Revenue The Company has chosen IAS 11/IAS 18 as interpretation for revenue recognition. Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z Income from the sale of goods for resale and finished goods is recognised in revenue when the most significant rewards and risks have been transferred to the buyer and provided the income can be measured reliably and payment is expected to be received. The date of the transfer of the most significant rewards and risks is based on standardised terms of delivery based on Incoterms® 2010. Royalty income is recognised over the term of the agreement in accordance with the contents of the agreement.
17 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
1 Accounting policies (continued) Revenue from contract with customers comes mainly from providing perpetual software licenses and subscription.
Revenue is recognised when the transfer of control of the license to the customer. Control of the asset refers to the ability to direct the use of, and obtain substantially all the benefits from the software licenses.
Perpetual licenses A perpetual license provides the customer with a right to use the license for an unlimited period. Control of the license is deemed to pass to the customer when the software is delivered to the customer. The performance obligation identified when providing the customer with a perpetual license, is the right to use the software, and there are no subsequent technical requirements for additional enhancements or updates to the software in order to facilitate use by the customer after delivery. For perpetual licenses, the performance obligation is satisfied at the point in time, when both parties have signed a binding contract/sales order is confirmed and the software is delivered to the customer. Therefore revenue of perpetual licenses is recognized on a point-in-time basis.
Subscription Subscriptions provides customers with access to Capture One’s latest software updates, and Capture One maintains the responsibility for providing software enhancements during the contract period. The performance obligation for a subscription is satisfied over time, as the customer continually receives and consumes the benefits of the subscription during the contract period. Revenue is measured at the fair value of the agreed consideration excluding VAT and taxes charged on behalf of third parties. All discounts and rebates granted are recognised in revenue.
Cost of sales Cost of sales includes the cost of goods used in generating the year's revenue. Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z
Other external expenses Other external expenses include the year's expenses relating to the Company's core activities, including expenses relating to distribution, sale, advertising, administration, premises, bad debts, payments under operating leases, etc.
Staff costs Staff costs include wages and salaries, including compensated absence and pension to the Company's employees, as well as other social security contributions, etc. The item is net of refunds from public authorities.
Amortisation/depreciation The item comprises amortisation/depreciation of intangible assets and property, plant and equipment.
Profit/loss from investments in subsidiaries
A proportionate share of the underlying entities' profit/loss after tax is recognised in the income statement according to the equity method. Shares of profit/loss after tax in subsidiaries are presented as separate line items in the income statement. Full elimination of intra-group gains/losses is made for equity investments in subsidiaries.
18 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
1 Accounting policies (continued) The proportionate share of the individual subsidiaries' profit/loss after tax after full elimination of internal gains/losses are recognised in the parent company's income statement. The item includes dividend received from subsidiaries.
Financial income and expenses Financial income and expenses are recognised in the income statements at the amounts that concern the financial year. Net financials include interest income and expenses as well as allowances and surcharges under the advance-payment-of-tax scheme, etc.
Tax
Tax for the year includes current tax on the year's expected taxable income and the year's deferred tax adjustments. The portion of the tax for the year that relates to the profit/loss for the year is recognised in the income statement, whereas the portion that relates to transactions taken to equity is recognised in equity. The Company and its Danish group entities are jointly taxed. The total Danish income tax charge is allocated between profit/loss-making Danish entities in proportion to their taxable income (full absorption). Jointly taxed entities entitled to a tax refund are reimbursed by the management company based on the rates applicable to interest allowances, and jointly taxed entities which have paid too little tax pay a surcharge according to the rates applicable to interest surcharges to the management company.
Balance sheet
Intangible assets Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z On initial recognition, intangible assets are measured at cost. Goodwill is amortised over its estimated useful life determined on the basis of Management's experience of the specific business areas. Goodwill is amortised on a straight-line basis over an amortisation periodof 20 years. The amortization period is fixed on the basis of the expected repayment horizon, longest for strategically acquired enterprises with strong market positions and long-term earnings profiles.
19 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
1 Accounting policies (continued) Other intangible assets comprising intangible assets acquired in connection with a business combination are measured at cost less accumulated amortisation and impairment. Other intangible assets are amortised over the estimated useful lives, which usually are: -The amortisation period for customer relationship is dependent on the individual customer relationship. Customer relationship are usually amortised over 15 years. -Developed technology are usually amortised over 8-10 years. -Brand names are usually amortised over 10-15 years. -Patents and licences are measured at cost less accumulated amortisation and impairment. Patents are amortised over the remaining term of the patent, and licenses are amortised over the term of license, however not exceeding 10 years. Other intangible assets are recognised in connection with a strategically acquired enterprise with a strong market position and a long term earnings profile. The estimated useful lives of the acquired intangible assets are assessed to exceed 5 years.
Development costs comprise expenses, salaries and amortisation directly or indirectly attributable to development activities. Development projects that are clearly defined and identifiable, where the technical feasibility, sufficient resources and a potential future market or development opportunities areidentifiable and where the Company intends to produce, market or use the project, are recognised as intangible assets provided that the cost can be measured reliably and that there is sufficient assurance that future earnings can cover production costs, selling costs and administrative expenses and development costs. Other development costs are recognised in the income statement as incurred. Development costs that are recognised in the balance sheet are measured at cost less accumulated amortisation and impairment losses. On completion of a development project, development costs are amortised on a straight-line basis over
the estimated useful life. The amortisation period is usually 2 years. Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z The basis of amortisation is based on the residual value of the asset at the end of its useful life and is reduced by impairment losses, if any. The amortisation period and the residual value are determined at the time of acquisition and are reassessed every year. Where the residual value exceeds the carrying amount of the asset, no further amortisation charges are recognised.
In case of changes in the depreciation period or the residual value, the effect on the amortisation charges is recognised prospectively as a change in accounting estimates. Gains and losses on the sale of intangible assets are recognised in the income statement under "Other operating income" or "Other operating expenses", respectively. Gains and losses are calculated as the difference between the selling price less selling expenses and the carrying amount at the time of sale.
Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes the acquisition price and costs directly related to the acquisition until the time at which the asset is ready for use. Gains or losses are calculated as the difference between the selling price less selling costs and the carrying amount at the date of disposal. Gains and losses from the disposal of property, plant and equipment are recognised in the income statement as other operating income or other operating expenses.
20 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
1 Accounting policies (continued)
Leases The Company has chosen IAS 17 as interpretation for classification and recognition of leases. On initial recognition, leases for assets that transfer substantially all the risks and rewards incident to the ownership to the Company (finance leases) are measured in the balance sheet at the lower of fair value and the present value of the future lease payments. In calculating the net present value, the interest rate implicit in the lease or the incremental borrowing rate is used as the discount factor. Assets held under finance leases are subsequently accounted for in the same way as the Company's other assets. The capitalised residual lease liability is recognised in the balance sheet as a liability, and the interest element of the lease payment is recognised in the income statement over the term of the lease. Leases that do not transfer substantially all the risks and rewards incident to the ownership to the Company are classified as operating leases. Payments relating to operating leases and any other rent agreements are recognised in the income statement over the term of the lease. The Company's aggregate liabilities relating to operating leases and other rent agreements are disclosed under "Contingent liabilities".
Investments in subsidiaries Equity investments in subsidiaries are measured according to the equity method. On initial recognition, equity investments in subsidiaries are measured at cost. Transaction costs are recognised in the income statement at the date of acquisition. The cost is adjusted by shares of profit/loss after tax calculated in accordance with the Group's accounting policies less or plus unrealised intra-group gains/losses. Identified increases in value and goodwill, if any, compared to the underlying entity's net asset value are amortised in accordance with the accounting policies for the assets and liabilities to which they can be attributed. Negative goodwill is recognised in the income statement. Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z Dividend received is deduced from the carrying amount. Equity investments in subsidiaries measured at net asset value are subject to impairment test requirements if there is any indication of impairment. Gains or losses on disposal of subsidiaries and associates are made up as the difference between the sales price and the carrying amount of net assets at the date of disposal including non-amortised goodwill and anticipated costs of disposal. Gains or losses are recognised in the income statement as financial income or financial expenses.
Impairment of fixed assets The carrying amount of intangible assets, property, plant and equipment and investments in subsidiaries is assessed for impairment on an annual basis. Impairment tests are conducted on assets or groups of assets when there is evidence of impairment. The carrying amount of impaired assets is reduced to the higher of the net selling price and the value in use (recoverable amount). The recoverable amount is the higher of the net selling price of an asset and its value in use. The value in use is calculated as the present value of the expected net cash flows from the use of the asset or the group of assets and the expected net cash flows from the disposal of the asset or the group of assets after the end of the useful life.
21 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
1 Accounting policies (continued) Previously recognised impairment losses are reversed when the reason for recognition no longer exists. Impairment losses on goodwill are not reversed.
Inventories Inventories are measured at cost in accordance with the FIFO method. Where the net realisable value is lower than cost, inventories are written down to this lower value. The net realisable value of inventories is calculated as the sales amount less costs of completion and expenses required to effect the sale and is determined taking into account marketability, obsolescence and development in the expected selling price. The cost of raw materials and consumables comprises the cost of acquisition plus delivery costs. The cost of finished goods and work in progress includes the cost of raw materials, consumables, direct labour and indirect production overheads. Indirect production overheads include the indirect cost of material and labour as well as maintenance and depreciation of production machinery, buildings and equipment and expenses relating to plant administration and management. Borrowing costs are not recognised in the sales price. Goods for resale are measured at cost, which comprises the cost of acquisition plus delivery costs as well as other expenses directly attributable to the acquisition.
Receivables Receivables are measured at amortised cost. The Company has chosen IAS 39 as interpretation for impairment of financial receivables. An impairment loss is recognised if there is objective evidence that a receivable or a group of receivables is impaired. If there is objective evidence that an individual receivable has been impaired, an impairment loss is recognised on an individual basis.
Receivables in respect of which there is no objective evidence of individual impairment are tested for Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z objective evidence of impairment on a portfolio basis. The portfolios are primarily based on the debtors' domicile and credit ratings in line with the Company's risk management policy. The objective evidence applied to portfolios is determined based on historical loss experience. Impairment losses are calculated as the difference between the carrying amount of the receivables and the present value of the expected cash flows, including the realisable value of any collateral received. The effective interest rate for the individual receivable or portfolio is used as discount rate.
Prepayments Prepayments recognised under "Assets" comprise prepaid expenses regarding subsequent financial reporting years.
22 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
1 Accounting policies (continued)
Equity
Reserve for net revaluation according to the equity method The net revaluation reserve according to the equity method includes net revaluations of investments in subsidiaries and associates relative to cost. The reserve can be eliminated in case of losses, realisation of investments or a change in accounting estimates. The reserve cannot be recognised at a negative amount.
Proposed dividends Dividend proposed for the year is recognised as a liability once adopted at the annual general meeting (declaration date). Dividends expected to be distributed for the financial year are presented as a separate item under "Equity".
Provisions Provisions comprise anticipated expenses relating to warranty commitments, onerous contracts, restructurings, etc. Provisions are recognised when the Company has a legal or constructive obligation at the balance sheet date as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Provisions are measured at net realisable value or at fair value if the obligation is expected to be settled far into the future. Provisions for warranty commitments are measured at net realisable value and recognised based on past experience. Liabilities that are expected to be settled after one year after the balance sheet date are discounted at average bond yields.
Income taxes Current tax payables and receivables are recognised in the balance sheet as the estimated income tax charge for the year, adjusted for prior-year taxes and tax paid on account. Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z Deferred tax is measured according to the liability method on all temporary differences between the carrying amount and the tax base of assets and liabilities. However, deferred tax is not recognised on temporary differences relating to goodwill which is not deductible for tax purposes and on office premises and other items where temporary differences, apart from business combinations, arise at the date of acquisition without affecting either profit/loss for the year or taxable income. Where alternative tax rules can be applied to determine the tax base, deferred tax is measured based on Management's intended use of the asset or settlement of the liability, respectively. Deferred tax is measured according to the tax rules and at the tax rates applicable at the balance sheet date when the deferred tax is expected to crystallise as current tax. Deferred tax assets are recognised at the expected value of their utilisation; either as a set-off against tax on future income or as a set-off against deferred tax liabilities in the same legal tax entity. Changes in deferred tax due to changes in the tax rate are recognised in the income statement.
Liabilities Financial liabilities are recognised at the date of borrowing at the net proceeds received less transaction costs paid. On subsequent recognition, financial liabilities are measured at amortised cost, corresponding to the capitalised value, using the effective interest rate. Accordingly, the difference between the proceeds and the nominal value is recognised in the income statement over the term of the loan. Financial liabilities also include the capitalised residual lease liability in respect of finance leases. Other liabilities are measured at net realisable value.
23 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
1 Accounting policies (continued)
Lease liabilities Lease liabilities are measured at the net present value of the remaining lease payments including any guaranteed residual value based on the interest rate implicit in the lease.
Deferred income Deferred income recognised as a liability comprises payments received concerning income in subsequent financial reporting years.
Cash flow statement The cash flow statement shows the Company's net cash flows broken down according to operating, investing and financing activities, the year's changes in cash and cash equivalents as well as the cash and cash equivalents at the beginning and the end of the year. Cash flows from operating activities are calculated as the profit/loss for the year adjusted for non cash operating items, changes in working capital and paid corporate income tax. Cash flows from investing activities comprise payments in connection with acquisitions and disposals of entities and activities and of intangible assets, property, plant and equipment and investments. Cash flows from financing activities comprise changes in the size or composition of the Company's share capital and related expenses as well as raising of loans, repayment of interest bearing debt and payment of dividends to shareholders.
Segment information For segment information, reference is made to note 3 for more details. Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z
24 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
1 Accounting policies (continued)
Financial ratios The financial ratios stated under "Financial highlights" have been calculated as follows:
Operating profit/loss Profit/loss before financial items adjusted for other operating income and other operating expenses Operating profit (EBIT) x 100 Operating margin Revenue Equity excl. non-controlling interests, year-end x 100 Equity ratio Total equity and liabilities, year-end Profit/loss for the year after tax ex. non-controlling interests x 100 Return on equity Average equity excl. non-controlling interests
2 Events after the balance sheet date No events have occurred which affect the consolidated financial statements and parent company financial statements for 2020.
3 Segment information The Company has not disclosed the breakdown of revenue by geographical and business segments, see section 96(1) of the Danish Financial Statements Act. The market for medium format camera solutions consists of very few competitors. On this basis, specific segment information is not disclosed as this could have a negative impact on the Company's competitive position. Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z
25 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
Group Parent company DKK'000 2020 2019 2020 2019 4 Staff costs and incentive programmes Wages/salaries 173,578 85,980 0 0 Pensions 955 424 0 0 Other social security costs 3,332 2,335 0 0 Other staff costs 14,977 8,606 0 0 Staff costs transferred to non- current assets -36,040 -14,052 0 0 156,802 83,293 0 0
Group Parent company 2020 2019 2020 2019 Average number of full-time employees 322 323 0 0
Group
Total remuneration to group Management: DKK 8,608 thousand (2019: DKK 3,536 thousand)
Incentive programmes In July 2019, an incentive scheme was established comprising both the Board of Directors, the Executive Management and other executives and the incentive scheme is made to motivate and retain the participants.
The incentive scheme allow participants to subscribe for a number of warrants, each entitling the holder to buy 1 share of a nominal value of DKK 0.01 in the Company at a price agreed in advance plus an annual hurdle rate of 8%. The warrants subscribed for are allotted on a continuous basis from one year Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z after the date of investment. 25% of the warrants are allotted after one year, while the remaining 75% are allotted on a monthly basis over the following three years conditional to the warrant holder still being employed by the Company.
As of 31st December 2020, participants in the incentive scheme have subscribed for 11,934,125 warrants in total corresponding to 6.5% of the outstanding share capital on a fully-diluted basis, and 6,011,651 warrants have vested.
5 Amortisation/depreciation of intangible assets and property, plant and equipment Amortisation of intangible assets 153,880 80,608 0 0 Depreciation of property, plant and equipment 5,034 2,158 0 0 158,914 82,766 0 0
26 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
Group Parent company DKK'000 2020 2019 2020 2019 6 Financial income Exchange gain 12,481 6,354 0 0 Other financial income 812 238 0 0 13,293 6,592 0 0
7 Financial expenses Exchange losses 22,680 5,830 0 0 Other financial expenses 30,252 18,623 519 3,047 52,932 24,453 519 3,047
8 Tax for the year Estimated tax charge for the year 15,671 7,032 0 0 Deferred tax adjustments in the year -35,831 -18,114 -127 -684 -20,160 -11,082 -127 -684 Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z
27 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
9 Intangible assets Group
Development projects in progress and Completed Acquired prepayments development Customer patents and Acquired for intangible DKK'000 projects relationship Brand licenses Technology patents Goodwill assets Total
Cost at 1 January 2020 65,908 67,200 239,000 11,378 601,000 0 485,621 29,775 1,499,882 Forreign exchange adjustments -1,635 0 0 0 0 0 0 0 -1,635 Additions 0 0 0 723 0 9,865 26,791 39,605 76,984 Transferred 23,311 0 0 0 0 6,255 0 -23,311 6,255
Cost at 31 December 2020 87,584 67,200 239,000 12,101 601,000 16,120 512,412 46,069 1,581,486
Impairment losses and amortisation at 1 January 2020 25,597 2,240 7,967 963 31,701 0 12,141 0 80,609 Foreign exchange adjustments 1,156 0 0 0 0 0 0 0 1,156 Amortisation for the year 38,436 4,480 15,933 1,457 63,403 4,550 25,621 0 153,880
Impairment losses and amortisation at 31 December 2020 65,189 6,720 23,900 2,420 95,104 4,550 37,762 0 235,645
Carrying amount at 31 December 2020 22,395 60,480 215,100 9,681 505,896 11,570 474,650 46,069 1,345,841
Amortised over 2 years 15 years 15 years 5-10 years 8-10 years 3 years 20 years
Note 20 provides more details on security for loans, etc. as regards intangible assets.
Completed development projects Completed development projects include development of software and new products. Management has not identified any evidence of impairment relative to the carrying amount of the completed development projects.
Development projects in progress Development projects in progress include development and test of new software and products. The Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z relating expenses primarily consist of internal expenses in the form of payroll costs and production overheads, which are recorded through the Company's internal project module. The development projects are expected to be complete during 2021 and 2022 after which marketing and selling efforts will be made. Management has not identified any evidence of impairment relative to the carrying amount of development projects in progress.
28 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
10 Property, plant and equipment Group Fixtures and fittings, other plant and Leasehold DKK'000 equipment improvements Total Cost at 1 January 2020 13,863 1,572 15,435 Additions 5,966 3,474 9,440 Disposals -1,927 0 -1,927 Transferred -6,255 0 -6,255 Cost at 31 December 2020 11,647 5,046 16,693 Impairment losses and depreciation at 1 January 2020 1,738 420 2,158 Depreciation 3,809 1,225 5,034 Reversal of accumulated depreciation and impairment of assets disposed -1,315 0 -1,315 Impairment losses and depreciation at 31 December 2020 4,232 1,645 5,877 Carrying amount at 31 December 2020 7,415 3,401 10,816
Property, plant and equipment include finance leases with a carrying amount totalling 1,964 0 1,964
Depreciated over 3 years 3 years
Note 20 provides more details on security for loans, etc. as regards property, plant and equipment.
11 Investments Parent company Investments in group DKK'000 enterprises Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z Cost at 1 January 2020 663,408 Additions 4,250 Disposals -18,250 Cost at 31 December 2020 649,408
Value adjustments at 1 January 2020 -73,759 Foreign exchange adjustments -5,574 Profit/loss for the year -61,338 Value adjustments at 31 December 2020 -140,671 Carrying amount at 31 December 2020 508,737
29 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
11 Investments (continued)
Parent company Name Domicile Interest
Subsidiaries AX V Phase One Holding II ApS Denmark 77.56% AX V Phase One Holding I ApS Denmark 77.56% Phase One Group ApS Denmark 77.56% Capture One A/S Denmark 77.56% Phase One A/S Denmark 77.56% Leaf Imaging Ltd. Israel 77.56% Phase One United States Inc. USA 77.56% Phase One Japan Co. Ltd. Japan 77.56% Phase One Asia Pacific Co. Ltd. Hong Kong 77.56% Phase One Imaging Holding Ltd. UK 77.56% Capture One Hellas Ltd. Greece 77.56%
12 Deferred tax assets
Group The Group has recognised an asset amounting to DKK 1,273 Thousand. The tax asset consists of non- utilised tax deductions in the form of timing differences. Based on the budget for 2021, Management considers it likely that there will be future taxable income against which non-utilised tax losses and deductions can be offset.
Parent company Deferred tax asset for parent company are expected to be utilized within the Danish joint taxation.
13 Prepayments Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z
Group Prepayments include accrual of expenses relating to subsequent financial years, including rent and insurance policies.
14 Share capital Analysis of changes in the share capital over the past 2 years:
DKK'000 2020 2019 Opening balance 501 50 Capital increase 148 451 649 501
30 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
Group Parent company DKK'000 2020 2019 2020 2019 15 Deferred tax Deferred tax at 1 January 196,285 0 -684 0 Additions through corporate acquisition 0 213,200 0 0 Adjustment for the year 0 -18,114 0 -684 Deferred tax adjustment, prior year -35,831 1,199 0 0 Other deferred tax -5,400 0 -127 0 Deferred tax at 31 December 155,054 196,285 -811 -684
Analysis of the deferred tax Deferred tax assets -1,273 -1,288 -811 -684 Deferred tax liabililties 156,327 197,573 0 0 155,054 196,285 -811 -684
16 Non-current liabilities other than provisions Group Total debt at Repayment, Long-term Outstanding debt DKK'000 31/12 2020 next year portion after 5 years Bank debt 572,047 36,474 535,573 0 Lease liabilities 2,034 734 1,300 0 Other payables 13,761 982 12,779 0 587,842 38,190 549,652 0 Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z
17 Other provisions
Other provisions comprise anticipated expenses relating to warranty commitments. Other provisions are expected to mature within five years.
18 Deferred income Deferred income, DKK 14,266 thousand (2019: DKK 7,621 thousand), consists of payments received from customers for software which will be recognised in the subsequent financial year.
31 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
19 Contractual obligations and contingencies, etc.
Other contingent liabilities
Group The subsidiary, Leaf Imaging Ltd. is part of an ongoing transfer pricing audit in Israel, for the income years 2015 - 2018, where the income year 2014 has expired. There has not been reached a conclusion on this transfer pricing audit with the authorities in Israel. Management is of the preception that the company has complied with the transfer pricing rules, and therefore does not expect financial impact on the financial statements for 2020.
Other financial obligations Other rent and lease liabilities: Group Parent company
DKK'000 2020 2019 2020 2019 Rent and lease liabilities 8,000 13,271 0 0
Group Rent and lease liabilities include rent liabilities with a remaining contract period between 7 months and 5 years.
Parent company As management company, the Company is jointly taxed with other Danish group entities. The Company is jointly and severally with other jointly taxed group entities for payment of income taxes and withholding taxes in the group of jointly taxed entities.
20 Collateral Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z
Group The Group has provided guarantee for debt to banks for Phase One Group ApS, Capture One A/S and AX V Phase One Holding I ApS of DKK 624,385 thousand in total. As security for the debt to banks, the group has provided security of the shares in Phase One Group ApS with an equity value of DKK 744,310 thousand. As security for the group's debt to the rental creditors, the group has provided a guarantee in the bank amounting to DKK 1,977 thousand.
Parent company The parent Company has not placed any assets or other as security for loans at 31/12 2020.
32 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
21 Related parties
Group AX V Phase One Holding III ApS' related parties comprise the following:
Parties exercising control Related party Domicile Basis for control Axcel V K/S Copenhagen Participating interest
Related party transactions DKK'000 2020 2019 Parent Company Payables to group enterprises 0 50
Information on the remuneration to management Information on the remuneration to Management appears from note 4, "Staff costs".
Group Parent company DKK'000 2020 2019 2020 2019 22 Fee to the auditors appointed by the Company in general meeting Statutory audit 1,221 757 0 20 Assurance engagements 300 112 0 0 Tax assistance 469 80 0 20 Other assistance 738 253 0 20
2,728 1,202 0 60 Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z
Group DKK'000 2020 2019 23 Adjustments Amortisation/depreciation and impairment losses 158,914 82,767 Provisions -710 253 Financial income -13,293 -6,592 Financial expenses 52,933 24,453 Tax for the year -20,160 -11,082 Other non-cash items -27,689 0 149,995 89,799
33 AX V Phase One Holding III ApS Annual report 2020
Consolidated financial statements and parent company financial statements 1 January - 31 December
Notes to the financial statements
Group DKK'000 2020 2019 24 Changes in working capital Change in inventories 17,857 6,329 Change in receivables 33,996 -9,316 Change in trade and other payables -26,789 33,743 25,064 30,756
25 Acquisition of enterprises and activities Intangible assets 0 993,578 Property, plant and equipment 0 7,730 Inventories 0 126,515 Receivables 0 98,786 Cash 0 21,599 Bank debt 0 -179,644 Provisions 0 -7,906 Deferred tax 0 -213,200 Trade payables 0 -37,214 Other payables 0 -35,979 0 774,265 Goodwill 0 485,621 Cost of acquisition 0 1,259,886 Cash 0 -21,599 Vendor note 0 -149,880 Cost of acquisition paid in cash 0 1,088,407 Penneo document key: HF1SX-EEQOV-84QJL-MJ5UE-KTKQY-SWJ3Z
34 The signatures in this document are legally binding. The document is signed using Penneo™ secure digital signature. The identity of the signers has been recorded, and are listed below.
“By my signature I confirm all dates and content in this document.”
Asbjørn Mosgaard Hyldgaard Christian Bamberger Bro Board of Directors Board of Directors On behalf of: AX V Phase One Holding I ApS, AX V Phas… On behalf of: AX V Phase One Holding I ApS, AX V Phas… Serial number: PID:9208-2002-2-717553254214 Serial number: PID:9208-2002-2-534024407204 IP: 2.108.xxx.xxx IP: 93.163.xxx.xxx 2021-06-29 20:01:22Z 2021-06-29 20:03:02Z
Peter Nyegaard Sebastian Aarosin Board of Directors Chairman On behalf of: AX V Phase One Holding I ApS, AX V Phas… On behalf of: AX V Phase One Holding I ApS, AX V Phas… Serial number: PID:9208-2002-2-187262509757 Serial number: PID:9208-2002-2-852419932631 IP: 176.23.xxx.xxx IP: 194.182.xxx.xxx 2021-06-30 06:31:55Z 2021-06-30 07:49:05Z
Jesper Frydensberg Rasmussen Jan C Olsen Executive Board State Authorised Public Accountant On behalf of: AX V Phase One Holding I ApS, AX V Phas… On behalf of: EY Godkendt Revisionspartnerselskab Serial number: PID:9208-2002-2-022748085774 Serial number: CVR:30700228-RID:28761615 IP: 194.182.xxx.xxx IP: 145.62.xxx.xxx 2021-06-30 07:51:38Z 2021-06-30 11:40:50Z
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